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October 6, 2012

13Ds are filed with the Securities and Exchange Commission within 10 days of an entity's attaining a greater than 5% position in any class of a company's securities. Subsequent changes in holdings or intentions must be reported in amended filings. This material has been extracted from filings released by the SEC from Sept. 27 through Oct.3, 2012. Source: InsiderScore.com

H Partners said the offer, which values Sealy at $2.20 a share and represented a 2.8% premium to the stock's prior closing price, "does not reflect [Sealy's] intrinsic value." H Partners also said that it is "extremely troubled" by the board's "apparent failure" to consider alternative bids and seek approval from shareholders not affiliated with top shareholder KKR.

The press releases highlighted comments from proxy-research firms in favor of Clinton's slate of board nominees. Clinton also argued that its nominees offer more experience in the specialty-retail sector than the current directors and brushed off assertions from the Wet Seal board that Clinton has been "day trading" in Wet Seal stock.

Clinton disclosed that it owns 6,343,313 shares (7.1%) after it bought 239,427 shares on Sept. 27 and Sept. 28 at prices ranging from $3.11 to $3.16 each. Clinton also disclosed selling 99,662 shares on Sept. 27 at $3.18 apiece.

Bulldog Investors disclosed that it owns 637,098 shares (7.5%) after it bought 612,817 shares from July 27 through Sept. 26 for $15.66 to $16.95 each. Bulldog called shares "undervalued" and said it "will attempt to communicate with management."

Orbimed Advisors disclosed it owns 1,620,000 shares (4.99%) after its sale of 459,031 from Aug. 15 through Sept. 27 for $16.95 to $18.88 each. Some of the shares were disposed of via a sale of warrants.

Key Numbers:42.1%: percentage of GGP common stock owned by Brookfield. 10%: percentage of common that Brookfield is allowed to vote in a proxy fight for directors other than its three nominees. $26.99: the price Pershing reports that
Simon Property Groupspg 0.5802084452562587%Simon Property Group Inc.U.S.: NYSEUSD187.22
1.080.5802084452562587%
/Date(1438376602242-0500)/
Volume (Delayed 15m)
:
1413171AFTER HOURSUSD187.22
%
Volume (Delayed 15m)
:
P/E Ratio
39.63166807790009Market Cap
58939665964.1199
Dividend Yield
3.311612007264181% Rev. per Employee
967558More quote details and news »spginYour ValueYour ChangeShort position
(SPG) would pay for GGP, based on its previously offered exchange ratio. 68%: the dividend hike shareholders would get in a GGP/SPG merger.

Behind the Scenes: Pershing Square reported that last October it met with David Simon, Simon Property Group's CEO, who showed interest in acquiring GGP for 0.1765 of a share of Simon stock for each share of GGP common. Pershing says it also met with Brookfield Asset Management, which indicated that it, too, would be interested in acquiring GGP, potentially in partnership with Simon.

Simon rejected the proposed Brookfield deal, but signed a standstill agreement that could restrict it from making its own offer. Pershing asserts that a stumbling block for the sale is that it would deprive Brookfield of fees, even though it is in the best interest of all other shareholders.

Pershing now can try to get Simon back to the table to make a better offer, commence a proxy fight for board control, or file a breach-of-fiduciary-duty suit against Brookfield.

-- Kenneth Squire

The 13D Activist Fund, a mutual fund runby an affiliate of the author and not connected to Barron's, has a long position in General Growth Properties. In addition, the author publishes and sells 13D research reports, whose buyers may include representatives of participants in, and targets of, shareholder activism.